The city of Canterlot was alive with activity. Under the direction of Princess Luna, the royal guard worked in tandem with construction ponies and other civilians to clear away the rubble and debris from the ruined streets. The azure alicorn stood on the balcony of a palace tower, giving orders to the last of the waiting pegasus captains. As the pegasi darted off toward their tasks, Luna breathed a heavy sigh and retreated into the tower. The drapes on the windows were drawn closed, and the only illumination came from what little sunlight entered through the balcony door. She walked softly to the edge of a grand, royal bed and sat down, gently pulling the blankets back to reveal the sleeping face of Princess Celestia.

The day princess sweated feverishly in her slumber, her eyes moving rapidly under her eyelids. Her legs twitched intermittently, and every now and again she would mumble some frightened, incoherent words. Luna turned toward a basin of cool water that rested at the foot of the bed and magically drew a damp washcloth, laying it gently across her sister's forehead.

Celestia's eyes fluttered open and she stared half-consciously at her sibling. "Lu Lulu," she moaned, her voice weak and cracking, "Where is Twilight? Twi Twilight and the other Are they Everything's dark. So dark, and they "

"Shh, shh, you were only dreaming," Luna hushed, holding her sister gently but firmly, "Rest now, Tia. Twilight Sparkle is fine. I spoke with her only a short while ago. She eagerly awaits your recovery."

"For everything. Taking all this responsibility on yourself is no small thing."

Luna blushed slightly and smiled nervously as she dipped the cloth back into the water and laid it on her sister's forehead. "I'm not doing that much. The royal guard is doing all the real work, and Shining Armor will soon be returning from his honeymoon, and he--" she was silenced by a small laugh from Celestia.

"I'll never understand why you still think so little of yourself, Lulu. You're just as capable a leader as I am."

The azure princess looked away with embarrassment. "I don't It's just that dictating policy and maintaining public relations were always your affairs, not mine. I'm perfectly happy to stay in the background nowadays."

"A little time in the spotlight never hurt anypony, Lulu" Celestia replied, "I'm glad you have this chance. Shouldering the weight of two monarchs for a while will show you how strong you can really be when you have to. I should know " Her breathing began to slow and deepen as her head tilted to the side, relaxing in a calm smile.

Luna sat at the bedside, looking at her hooves. She didn't feel strong. Her reputation as Nightmare Moon still had not yet dissipated from the public mindset anywhere but perhaps Ponyville. She still felt she was awkward and aloof in the public eye. She felt she would never be as strong as her sister, elegant and composed even in the face of impending doom. Shouldering the weight of two monarchs wouldn't make any difference, even if she had to do it for a thousand

She looked up at her sister's smiling face in realization, the significance of those words finally getting through. She blinked back a small tear and beamed.

"I won't let you down, Tia."

Celestia's smile widened as she began to drift asleep.

"You never could "

****

"So, um, what are these Preda-thingies, anyway?" Sweetie Belle asked as she trotted beside her sister on the path toward home. She already knew the answer, but she thought it wasn't the right moment to bring up Blackarachnia. Rarity could be so flighty when she was worked up.

"Predacons, and I'm not sure myself, dear," Rarity answered, "But whatever they are, they're dangerous ruffians and we want to avoid them at all costs."

The filly turned a glance back down the trail toward the clubhouse, where she left Blackarachnia in hiding. A horrible thought suddenly came to her. What if Blackarachnia was really a Predacon? She didn't really explain what the other Predacons looked like. She didn't seem evil and bloodthirsty, but what if she was just a good liar? Sweetie gulped. " They don't look like metal spider-ladies, right?"

Rarity blinked. "That was oddly specific. But no, I don't know what they look like, Sweetie. Why do you ask?"

"No reason," the little unicorn replied, trying to look inconspicuous. She shook her head, banishing the thought from her mind. The spider could have hurt them any time she wanted to, especially when the Crusades were getting on her nerves. No, Blackarachnia was one of the good guys. She was sure of it.

The pair of unicorns reached the tree line and crossed into open country. A sunny meadow spread down the slope and ended just at the edge of Ponyville. The ornate roof of Carousel Boutique was distinctly in view. With home in sight, Rarity breathed a small sigh of relief. Sure, Princess Luna assured them there was no cause for panic, but one could never be too careful. The white filly at her side kept pace until she suddenly stopped and looked back.

"Um Rarity?" Sweetie Belle asked softly, looking over her shoulder back into the shadowy forest.

"Hm? Where?" Rarity turned around and peered back up the hill toward the trees. The thick canopy covered most of the sunlight, and the dense bushes left little to be seen. The birds had stopped singing.

"It's nothing, Sweetie," she said reassuringly as her sister huddled behind her, "Probably just a bear, or somepony out for a stroll."

The filly shook her head nervously. "I saw something back there! It could be a Predacon!"

Rarity began to sweat a bit at that suggestion as she scanned the tree line, still seeing nothing. She quickly reminded herself again that there was no need to panic. Turning back confidently, she patted Sweetie Belle's head and assured her there were no Predacons around. Despite her sister's protesting, the pair then resumed their trek.

The forest lay quiet and still after the sisters departed, silent but for a low, sharp hissing, like the eager breaths of a metal hunter. A pair of crimson eyes peered out from the dense underbrush, intently following the two equines.

"Knock-knock," Rainbow Dash called as she tapped her hoof on the library door. The latch clicked and the door swung open to reveal Spike the dragon.

"Hiya, RD!" he said as the cyan pony stepped into the library, "You're here for the new Daring Do book, right? They just shipped in from Amareica."

The pegasus chuckled. "Well, I'm actually here to see Twilight but checking out the newest DD while I'm here wouldn't hurt."

The windows were shut, leaving the whole interior dimly lit; there obviously wasn't going to be much business today after the princess' announcement. Rainbow Dash looked around the place, noticing a distinct lack of a certain purple unicorn.

"Say, where is Egghead, anyway? She looked pretty down before, so I figured she'd be here."

Spike looked at the floor and scratched his head as he led Rainbow Dash towards an unopened package on the central table. "She's here. But she hasn't been feeling great since she came back from the town meeting. She's actually been looking a little sick since this morning, now that I think about it. She said something about Princess Celestia, and then sulked off to her room. She hasn't come down at all, not even to eat. I was getting kinda worried."

The blue pony looked at the bedroom door across the room, recalling her studious friend's unusual behavior earlier as her particular Element of Harmony kicked in. "Okay, you just sit tight," said Rainbow with a determined look, "I'll snap her out of it." She trotted to the door and pushed it open, entering Twilight's room.

The bedroom wasn't lit much better than outside. Twilight Sparkle sat on the stairs that led up to the beds. She made no indication that she noticed her friend's arrival and merely stared blankly at the floor. She held a cup of coffee in her hooves that had long since gone cold.

The pegasus raised a concerned eyebrow to see her always active, sometimes manic friend being so lethargic. Beating her wings, she lifted up into the air so that she hovered level with the lavender unicorn.

"Twilight?" she said softly, giving her a gentle nudge, "You okay?"

Twilight jumped with a small start, turning in surprise. "Rainbow Dash? I I didn't hear you come in."

Twilight simply nodded and looked down at her coffee. Rainbow scratched the back of her neck.

"So, um Do you want to talk about it?"

"Not really," Twilight sighed, "But thank you for dropping by, anyway. You can have first pick of the new Daring Do shipment."

"Really? Sweet!" The cyan pony darted for the door before screeching to a mid-air halt in realization. She turned to look at Twilight, an eyebrow cocked. "Nice try, but you're not getting rid of me that easily." She flew back up and sat down on the stairs beside the morose unicorn, patting her shoulder.

"Now tell me what's wrong."

****

As soon as Rarity and Sweetie Belle were inside, Rarity closed the door and locked it for good measure. She drew the curtains shut on the store windows and flipped the sign from "open" to "closed." They hadn't run into a single pony on the way home, so she assumed there wouldn't be any customers today.

"All right," she said, turning to her waiting sister, "We have the whole day to ourselves now. What would you like to do? Read a book? Play a game?"

"Anything as long as it's not 'Have-Sweetie-Belle-Model-New-Dress-Designs'," the younger unicorn answered with a frown.

"I thought you liked that game," Rarity pouted, "Alright, what do you want to play, then?"

The unicorn trudged upstairs and entered Sweetie Belle's messy room. She made a mental note to have the filly clean this pigsty as she tiptoed over the clutter. Magically opening the closet, she levitated the game box from its shelf and turned to the door when a flash of sudden movement from the window caught her eye. She trotted over to the windowsill and gazed outside. Something was perched just on the other side of the adjacent roof across the street. It was huddled down, and all she could make out was that it was bone white and glinted like metal. For a moment she thought she could make out a pair of red eyes, but it ducked down out of sight. A million unpleasant thoughts raced through Rarity's mind.

"I've been listening to too many of Sweetie Belle's stories," she said nervously as she shook her head, "You're letting your imagination run off with you, Rarity. Metal spider-ladies, indeed!" She turned quickly from the window and trotted briskly downstairs to the living room where her sister sat readily on the couch.

"It's nothing, dear," Rarity replied, more to reassure herself than her sister, "I merely thought I saw something outside a moment ago, like you did back in the woods. See what a tricky thing one's imagination can b--"

There was a loud shattering of glass and a heavy crash on the floor upstairs. Both ponies jumped up and stared in shock at the ceiling.

"Wh-Wh-What's that?!" Sweetie Belle cried, running to her sister's side in fear.

"Shh, dear, I don't know," Rarity said shakily, "I-I'm sure it was just an accident. Some foals were just playing baseball too rough, or some--"

The sisters jumped again as heavy footsteps thumped across the floor above them, heading for the stairs.

"Th-That's not a baseball!" Sweetie Belle whimpered barely above a whisper, clinging to her sibling as she trembled, "You You don't think it's a "

The footsteps reached the staircase and began to slowly descend, knocking loudly on each step. They would reach the bottom in a few seconds, and then whatever was making them would be right outside the living room. The filly looked up at her sister pleadingly.

"What do we do, Rarity?" she whispered, "What do we do, what do we do??"

The unicorn gulped down her dread and pulled Sweetie close, levitating the house key from her saddlebag and giving it to the filly. " Run. Run to the door and don't stop, no matter what happens. As soon as you're outside you call for help as loud as you can, do you understand me?"

"No!" Sweetie cried out, louder than she intended, as she shook her head frantically, "No, you're not a fighter like Applejack or Rainbow Dash! I can't just--"

She was interrupted as Rarity pushed her back and held her firmly, looking into her eyes with just as much fear. "Do you understand, Sweetie Belle?"

It was two thirds of the way down the stairs.

Sweetie Belle nodded, trying her hardest to hold back a sob. Rarity forced a smile as she kissed her sister on the forehead.

"Now run!"

The ponies bolted out of the living room as fast as they could, their hearts pounding like drums. Rarity slid to a halt halfway to the door while her sister continued and spun around towards the staircase, ready for whatever beast lay in waiting. She glimpsed the end of a white, bladed tail as a shadow passed over and behind her. Her heart racing, she jerked around back toward her sister just as the thing crashed against the door and hung on it like a lizard, blocking any exit.

Sweetie Belle's legs gave out from under her and she skidded to a stop just under the monstrous creature. It had the color and appearance of a metal, reptilian skeleton, with ruby-colored metal plating on its head and hips. Its hands, feet, and tail were tipped in cruel, scythe-shaped blades. It leered down at the terrified filly with gleaming, blood red eyes. It opened its mouth and blasted a screeching, metallic roar that shook the ponies to their core.

Sweetie Belle screamed, her cry drowned out by the monster's shrill bellow, and scrambled across the floor on her panicking limbs to get back to her sister. Rarity dashed towards her, but the creature's sickle-tail lashed out like a whip and split the floor between them, halting them both. The tail pulled back and hit Sweetie Belle with the flat edge, dragging her back to the door and pinning her against it underneath the beast. She squirmed and struggled against the tail but couldn't budge, crying out in fear-induced babble.

"Let her go!" Rarity screamed, pounding her hoof as her horn sparked with blue light, "Let her go right now!"

The skeleton tilted its head and grinned. "I have questions," it hissed, "If you answer to my satisfaction then I will release the child."

Rarity glared at the beast, her horn's light glowing brighter. She nodded slowly. "I will answer your questions if you also answer mine. Deal?"

The metal lizard tilted its head and chuckled, as if it were amused by both her defiance and transparent stalling ploy. "What is this place called?" the monster asked.

"I do not care about this building," the skeleton snorted, "I meant what world is this?"

Rarity stood her ground, subtly looking toward the store mannequins on her left. "You didn't answer my question first. Who or what are you?"

The lizard scoffed, finding the game not so amusing anymore. "I am a Predacon called Dinobot, not that the name would mean anything to lesser beings like you." Both Rarity and Sweetie Belle's eyes widened in shock, which the monster did find amusing. "Now, before I lose my patience. Tell me everything you know about this location. And not the name of this hovel."

Rarity scowled at the brute as her horn flickered slightly. "You're in the town of Ponyville, in the province of Everfree, in the land of Equestria. It covers everything there is to see except the Griffon country and Changeling lands. My turn." A soft blue light silently enveloped the nearest mannequin, just beyond the creature called Dinobot's peripheral vision. "Were you one of the seven Predacons who attacked Canterlot this morning?"

"You know of that?" Dinobot replied with a touch of surprise, "If you are referring to that pathetic excuse for a city filled with weak, worthless warriors, then yes, I did take a fulfilling role in its destruction."

Rarity fought with all her might to keep herself steady, her teeth clenched and her knees shaking. Her eyes were locked on the Predacon as her magic slowly lifted the mannequin off the floor.

"My final question," the monster continued, "If you know of Predacons then it is possible that you know where the others are. I last saw my leader flying westward before I lost consciousness. What is the terrain like west from here and what obstacles might I encounter there?"

"What you really want to know is where this leader of yours is, right?" Rarity asked, pouring her strength into the floating model.

"Affirmative. Where is Megatron?"

Rarity smirked, lowering her horn to point at Dinobot's face. " Hopefully he's in Tartarus where he belongs!" The mannequin flew like a pony-shaped bullet and slammed into the Predacon's side. He flew off the door, his claws pulling it clean off the hinges, and crashed into the far wall in a heap. Sweetie Belle was sent spinning through the air until Rarity caught her in a magic field. She placed the terrified filly in the doorway and magically pushed her outside.

"Sweetie, run now!!" she shouted as she levitated the fallen door, the other store mannequins, anything heavy she could think of, and launched them as impromptu missiles into the metal beast.

The filly stopped for a single second to look back at her fighting sister, then she ran as fast as her terror-stricken legs could manage, crying and sobbing pleas for help into the street.

****

The crab tilted his head and sneered. "I'll be right with you, friend. As you can see, I was just sitting down to dinner " He let out an exaggerated moan of delight as he petted the petrified Bon Bon held firmly in his lap.

Depth Charge drew his rifle and took aim at the behemoth Predacon sitting in Lyra Heartstrings' living room.

"Let her go! Let her go now!" The teal unicorn made a dash toward the monster, but Depth Charge grabbed her tail and pulled her back.

The Maximal glared at the Predacon, his metal fist trembling. " I know him. He's a freak. A Predacon. A monster. He killed a a lot of people."

"Don't sugarcoat it, now!" Rampage cackled, rolling back and slapping his knee, "Tell her all about Colony Omicron! All about Starbase Rugby! Tell her about all those squishy, delicious little human friends of yours." He curled his fingers around Bon Bon's head and forcefully rolled it from side to side. The cream-colored pony sobbed and trembled, paralyzed in the giant's grip.

"No, I'm just smarter than you. Let's face it, playmate, our games are never going to end until you realize that you're just a sad, failed rent-a-cop with delusions of worth."

Silence fell on the room. Rampage raised an eager brow, shaking his equine shield back and forth provokingly. Depth Charge's finger trembled on his weapon's trigger. The Maximal's eyes were narrow slits, shining a livid red. Bon Bon looked at Lyra pleadingly, her tears choked silent with the Predacon's hand around her throat.

And then, softly, a low melody began to float on the air. Serene and soothing, the graceful notes danced from Lyra's open mouth and shimmering horn and glided into Rampage's audio receptors. The Predacon tilted his head, puzzled by this new display.

"What's this," he said, blinking slowly, "some music for my meal? How " he yawned loudly, " How thoughtful of you " As the angelic music filled the room, Rampage's head began to slump forward, his eyes slowly closing.

Depth Charge looked back and forth between the dozing crab and the singing unicorn. "What are you "

She lifted a hoof to silence him as her song continued, motioning toward Bon Bon with her head. The manta nodded and lifted his rifle, tiptoeing over to the crab on the couch. Delicately, he placed his free hand around Rampage's knuckles and slowly pried his slackened fingers from around Bon Bon's neck. The earth pony slid free and landed on the carpet with a soft thump. She crawled away from the slumbering, metal behemoth in a frightened frenzy and threw her front legs around the singing Lyra in a terrified hug. The unicorn smiled at her and nuzzled her cheek, then turned back to Depth Charge with a wink. The Maximal raised a thumbs-up and then motioned for the two to run. Nodding, Lyra and Bon Bon slowly backed up toward the door, stepping as quietly as they could manage.

As the distance between them increased, the potency of Lyra's enchanted melody began to wane in the ears of the Predacon. He snored abruptly as his eyes began to flutter. He mumbled something unintelligible as he looked up slowly. His optic sensors cleared just in time to see the barrel of Depth Charge's gun pointed right in his face.

"Smarter than me, huh?" the Maximal said mockingly. Before Rampage could even twitch the shell went off with a crack, exploding point-blank in the Predacon's face. Rampage howled in surprised agony as he doubled over backwards from the impact, toppling over the couch and sprawling on the floor. He growled in fury as he put his hands over his smoking face, writhing like a worm.

The seething Predacon staggered up to his feet, his regenerating face stitching back together in a twisted expression of demonic rage. Depth Charge picked up the sofa and hefted it like a sword. Looking over his shoulder, he noticed Lyra Heartstrings and Bon Bon still standing in the doorway. He winked with a smirk.

"You two better clear the area. X and I play rough."

"Thank you, Depth Charge. Now let him have it!" said Lyra, holding Bon Bon close as they turned to leave, "And try to leave the house in one piece, okay?"

Rampage roared in animal wrath as he lunged at his Maximal foe, clawed hands reaching for his throat. Depth Charge swung the sofa and batted the Predacon across the room and through the next wall.

"No promises."

****

The metal dinosaur stomped through the living room of Carousel Boutique, snorting and snarling obscenities as he kicked over the coffee table and slashed the sofa in half with a flick of his sickle tail.

"Where are you hiding, wretch?" Dinobot hissed, leaping into the kitchen and smashing the table to splinters, "Come out! I will find you! Reveal yourself, coward, and I will grant you an undeserved warrior's death!" No answer came from the seemingly empty building. With a snarl, the Predacon turned and stomped back into the store lobby littered with torn dresses, broken mannequins, a fractured door, and other improvised weapons that irritating little equine had used to blindside him. He turned his snout to the ground and inhaled sharply.

His eyes narrowed as he turned around toward the staircase and slowly ascended up the steps. "I know you are still here," he said with a raspy chuckle, "I can smell you, little fleshling. I can smell your fear."

The Transmetal raptor reached the second floor and sniffed again. A low growl passed through his teeth as he stalked across the hallway toward the first door, conveniently labeled as Sweetie Belle's room. With a swift kick, the door was sliced to wooden ribbons under his claws.

Stepping into the bedroom, Dinobot made note of the surroundings. There was sickening pink everywhere, on the garish carpet, on the tawdry bed, on the excessive curtains. Toys and other useless children's things lay scattered about the floor. A very large, ornate wardrobe stood against the far wall facing him. Its doors were ever so slightly ajar. The Predacon grinned with a sneer and released a rumbling, metallic roar as he charged. He sprang into the air, his scythe-like claws aimed forward and ready to eviscerate the small creature he knew was inside.

But just as he reached the chest, it suddenly burst into blue light. The doors swung open wide and the wardrobe enveloped the raptor like a hungry mouth, the doors slamming shut behind him. The wooden cage shook and rumbled violently as its prisoner thrashed and struggled in the cramped space inside it.

Rarity leaped up from behind Sweetie Belle's bed and held her shining horn aloft triumphantly. "Ah-ha!" she cheered, "Not so high and mighty now, eh, Predacon ruffian?" The chest rocked forward as a curved, metal talon stabbed through the side, accompanied by a piercing roar.

"Oh, hush," the unicorn continued, her horn glowing brighter as the wardrobe levitated off the floor and floated overhead, "I am trying to teach you an important lesson in etiquette, Mr. Dinobot. And that lesson is: You do not attack Canterlot," the chest crashed against the wall, "you do not assault our princess," it pulled back and slammed into the opposite wall, "and most importantly, you do not threaten my little sister and get away with it!"

The wardrobe shot forward like a bullet and flew out the door, down the stairs, and smashed like a cannonball into the mannequin pile in the lobby. The Predacon lay in a dazed heap amidst shards of plastic and wood. Shaking himself, he scrambled back to his feet with a furious, hissing shriek.

Rarity ran out from Sweetie Belle's bedroom, spitting her tongue out at Dinobot from the top of the stairs before she darted down the hallway and disappeared from the monster's view. She galloped swiftly towards her workroom to plan her next attack.

****

Twilight Sparkle and Rainbow Dash sat together on the unicorn's bed. Twilight leaned against the bedpost as she gazed somberly at the drawn curtains on the window while her blue-colored friend sat opposite her, tapping her hoof with mild irritation.

"Well?" Rainbow asked at length.

Twilight turned back to the pegasus with her mouth hanging slightly open, trying to find the right words. " It's just," the unicorn finally began, "I'm not sure I can describe how I'm feeling in a way you'll understand."

"Try me," Rainbow answered, her head cocked like she was accepting a challenge. Twilight sighed heavily.

"Okay, imagine imagine Daring Do is on one of her adventures around the world."

The cyan pony's eyes lit up a little, a smile creeping across her face. "No problem. Go on."

"And Daring Do comes across this exotic, beautiful city full of wonderful, friendly ponies. But the city is under attack. It's being invaded."

Rainbow Dash tilted her head and raised an eyebrow. " This wouldn't have anything to do with Canter--"

"I'm getting to that, hold on," Twilight interrupted, holding up a hoof, "So Daring Do sees this horror. Fires spreading, ponies fleeing. What would she do?"

"Is that a trick question? She'd buck the hay outta the bad guys and send 'em running home with their tails between their legs!"

"But " Twilight continued, "What if she doesn't just beat the bad guys? What if she has them at her mercy and tries to kill them?"

The pegasus was taken aback, her eyes widening at her friend's words. "What? No. That's not her style. No, she wouldn't do--"

"She's so overcome with rage that she refuses to let the villains escape with their lives. She starts hurting them. Torturing them while they're helpless and can't run away. And she's happy about it."

"She wouldn't do that, Twilight," said Rainbow Dash angrily, "Now, what does any of this--"

"She's enjoying it, Rainbow Dash!" Twilight yelled, tears beginning to fall from her eyes as she grabbed the cyan pony by the shoulders, "Don't you get it?! Your hero! The pony you've loved and looked up to practically your whole life! The one who taught you the value of life and mercy and-and compassion and--"

"Twilight, get a hold of yourself!"

The purple unicorn started to shake, sweat and tears caking the fur on her face. "The pony you've idolized and held up on a pedestal of perfection and she tries to murder them! And you can't do anything to help her to stop her! You can only learn about it after it happens! Do you have any idea how this is tearing me up inside?!"

"Stop it!" Rainbow yelled forcefully as she brushed the frantic unicorn's hooves away. She gripped Twilight's shoulders and gave her a stern shake to snap her out of it. "Get a grip, Egghead! Calm down, you're freaking out!"

Twilight sniffled angrily, glaring into Rainbow's eyes. "Why am I even trying to explain this to you?" she said bitterly, "You've never been close to anypony. You've never had any kind of meaningful relationship in your life. You're all about living fast and free, with nothing slow and dull like love to tie you down, right? You couldn't possibly understand the connection Princess Celestia and I have. I'm done talking. Just leave."

Rainbow Dash winced. It felt like Twilight had just shot her with an arrow. Her jaw hung open, her eyes wide in confused, furious disbelief. She stuttered, unable to say anything at all. Her hooves falling from the unicorn's shoulders, she quickly blinked back a tear and turned away. She beat her wings and flew down to the ground floor, her back to the lavender pony above her. She contorted her face, refusing to let herself cry in front of Twilight.

Marching angrily to the door, she raised her hoof to strike it open. She paused, a million thoughts racing through her head. The image of the Elements of Harmony beat in her heart like a steady drum. She slowly lowered her hoof and turned around. Twilight Sparkle looked down at her from the upper level, her tear-filled eyes bloodshot and deadened. Wiping her own eyes, Rainbow Dash walked a step toward the stairs. She sighed.

"I know you're taking all this Canterlot stuff real badly," she said as she ascended the steps with a determined look, "and I'm sorry you're so broke up about it. But I do have love for my friends. And you, my friend, are in serious need of some tough love." She reached the upper level and sat down next to the scowling Twilight. "You know what the word for that is? Loyalty."

"Nothing doing, pal," said Rainbow, falling back on the bed and looking up at the ceiling, her forelegs behind her head, "We are gonna sit and talk this out until you stop being such a mule. I'm supposed to be the thick-headed one, remember?"

Twilight let out an exasperated sigh and fell back, lying next to Rainbow Dash. "If it hasn't been clear, I'm having a pretty lousy day," the unicorn whimpered gloomily.

"I know you are," Rainbow stated plainly, "and that's why I'm here." She sat up and looked about the dim room. "Spending all day in the dark isn't doing anypony any good." She hopped down and walked over to the curtains, yanking them back and letting the warm light of midday pour into the room. The pegasus nodded approvingly. "There, isn't that better?"

Twilight remained on the bed, spacing out as she looked over the room. As the sunlight entered the room, she blinked in surprise as something shiny suddenly reflected light into her eyes. "What's that?" she asked, pointing a hoof at the floor next to Spike's bed.

Rainbow Dash turned around and followed her friend's pointing. She raised an eyebrow as she flapped over to the little basket. "I have no idea."

The cyan pony pushed the basket aside as Twilight looked on across the room. A chunk of pale metal or polished stone about the size of a baseball was sitting in the corner behind the spot where Spike usually slept. She tapped it with her hoof cautiously. Its touch was colder than ice and gave her foreleg a sickly pins-and-needles feeling. Just being close to the thing started to make her feel slightly nauseous. Her eyebrows furrowed with resolve as she pinched it between her hooves and picked it up. She presented it to Twilight who took it with her magic.

"Wonder how long that's been there?" Rainbow said, flapping down and sitting next to the lavender unicorn, "Weird little thing, whatever it is."

Twilight observed the stone, nudging its cracked and broken surface with her hoof. It looked oddly familiar, and just being near the thing made her feel sick and even more depressed. She flipped it over, revealing a smooth, undamaged side of pale white stone, inlaid with ornate gold markings in an unreadable language.

"A A fragment of it must have survived the Rainboom," Twilight replied nervously.

"And what, it flew all across Equestria and just happened to land in your library?"

Twilight shook her head "I don't think so." She turned to the door and looked downstairs. "Spike!" she called out. "Would you come up here, please?"

A few moments later the ponies heard the distinctive sound of a baby dragon's claws scuffing the stairs and Spike appeared in the doorway, sipping some sarsaparilla. "What's up, Twilight? Feeling any better?"

Twilight didn't answer the baby dragon, instead lifting the moonstone out in front of her. "Spike, do you recognize this?"

The baby dragon blinked. "Sure Twilight. That's the stone I found this morning."

Twilight stared at him. "You found this?"

Spike nodded. "Yeah. You were zonked out and I wanted to make you a special breakfast. So I went out this morning to pick up some eggs when I found it just lying around in the street. Looked like a new kind of gem I'd never seen before. I was going to give it a try, but when I tried to take a bite I suddenly lost my appetite, so I saved it behind my bed for later." He shuddered. "'Course, now that you bring it up, looking at it is giving me the heebie jeebies..."

Twilight nodded, looking at the stone intently before turning to her two friends. "We should get rid of this. Keeping it around can't possibly be safe."

"No argument there," Dash said, "Just being in the same room with it makes me feel funky."

"Yes, it's making me feel " The unicorn stopped, her eyes widening with understanding. She kicked the Moonstone fragment off the bed, crying "I'm Oh, Rainbow Dash, I'm so, so sorry!" She turned to her friend as she sniffled back a sob, "I was sleeping with this thing not five feet away and sitting next to it feeling miserable all day!"

Twilight threw her hooves around her blue friend, tears falling down her cheeks. Rainbow returned the embrace. Spike joined in the hug not a second later.

"Thank you for coming by," said Twilight Sparkle, "Thank you for staying. I don't know what would have happened if you left."

"Anytime, Egghead," Rainbow Dash laughed through a tear of her own, "Anytime."

****

"Help!" Sweetie Belle cried as she ran through the emptied streets of Ponyville, "Help me, somepony! Please! Anypony!" Her small voice fell flat against the vacant road. The filly stopped, her knees shaking as the adrenaline rush began to fade. All the doors and windows around were closed and locked, and no one could be seen down the entire block. Sweetie sobbed and sniffled as she stumbled around in circles, crying out weakly. She suddenly heard the sound of a door unlocking behind her. Her heart rising, she ran over to the nearest shop and fell at the doorstep, panting for breath. The door creaked open as a stallion's face peered out at her.

"What's wrong, little filly?" the stallion asked.

"Please!" Sweetie wheezed, "My sister's in trouble! You have to help her!"

"Oh? What kind of trouble?"

"There's a Predacon in our house! He's attacking--"

"P-P-Predacon?!" the stallion squealed, "Uh-Uh, sorry, we're closed!" He jumped back behind the door and slammed it shut, locking it tight.

Sweetie Belle kicked the door angrily. "Oh, come on! You flank-head!" She ran back into the street and continued calling for help as loud as her little lungs could manage. The last of her strength finally giving out, she collapsed in a panting heap.

"Ple Please " she whimpered, "Somepony help "

"Okay, calm down," said a familiar voice as a shadow fell over the exhausted filly, "Let's go get this Predacon."

Sweetie Belled turned her head and looked up at the figure silhouetted against the sun. As her eyes adjusted she slowly recognized the figure's face. Her eyes lit up with a beaming smile.

****

Rarity stood in the doorway of her workroom, her horn shining fiercely. She lobbed mannequin after mannequin as enchanted missiles at the approaching Dinobot. The Transmetal skeleton ducked and jumped over each attack, snarling viciously as he advanced down the hallway. Seizing three models at once, the unicorn fired them together like a barrier of plaster ponies. The raptor leapt into the air, slashing the mannequins to pieces with a flick of his tail, and landed on the wall. He continued to advance, running along the wall horizontally. Rarity frantically looked around for another weapon, having exhausted the workroom's arsenal of improvised ballistics. Another moment and the monster would be upon her. She could almost see her reflection on the dinosaur's metal face. The Predacon sprang, lunging his legs forward, their huge, curved talons reaching eagerly for equine flesh.

An idea suddenly lit up in her mind. She stood up on her hind legs and swooned as loudly as possible. "Oh, but if this isn't the! Worst! Possible! Thing!"

On cue, Rarity's swooning couch came roaring in from out of nowhere. The unicorn twirled out of its path with a ballerina's grace, allowing the couch to continue zooming past her. Dinobot collided into the speeding furniture with a loud thud, the sofa carrying the shocked Predacon back down the hallway like a speeding train. The raptor howled with rage as the couch crashed Dinobot-first into the far wall on the other end of the hallway with enough impact to shake the boutique.

"Have you had enough, you brute?" Rarity asked as the dust settled, panting for breath after expending so much magical energy. A livid roar of metallic fury answered her as Dinobot stomped to his feet, shredding the swooning couch to pieces.

"I have had enough of your insipid games, you wretched cow!" the Predacon hissed as he marched forward, his claws tearing up the floorboards with each step, "Dinobot: Terrorize!"

Rarity was stunned silent before she could quip about the "cow" comment. Dinobot's guttural roar rumbled through the house as he lunged forward. His skeletal body twisted, rearranged, and shifted like a nightmarish Rubik's Cube. He stood much taller than before, the sickle claws on his feet were now cruel-looking hands, and he glared at the unicorn with a completely different and even more hideous face.

His left eye suddenly flared with energy and fired a lance of plasma down the hall. Rarity screamed in surprise, ducking down in the nick of time. The energy bolt shot over her head close enough to singe part of her mane and exploded into the back wall of the workroom. Rarity couldn't even blink before another blast came flying at her. The unicorn rolled to her right as the beam punched a hole clean through the floor where she just sat. The force of the blast blew her off the floor and sent her skidding hard across the room.

She frantically tried to think of any fighting spells to help, but she knew none. She then recalled with frustration how Twilight had tried to teach her the basics of combat magic not long after the Changeling invasion. She had politely declined, believing her magical talents were too graceful and refined to waste on learning to fight like schoolyard foals.

"Why do you always have to be so prissy, Rarity?" Rarity asked herself, straining to stand back up.

"Well, how was I supposed to know I was going to be attacked by a Predacon so soon after, Rarity?" she answered herself, turning back towards the workroom door. Dinobot stooped down to enter, the doorframe too small for him. He snickered with violent delight as he confidently stalked toward the unicorn.

"Nowhere to run now," he hissed, "Nowhere to hide."

"I don't suppose you'd be courteous enough to call it a draw and go our separate ways?" Rarity laughed nervously as she backed up, her tail brushing against the wall.

"Target cornered," Dinobot stated, his left eye beginning to shine again, "Interrogation failed. Begin termination." Rarity trembled and whimpered, but she kept her face stern and defiant. Dinobot smiled, almost as if some small, long-buried part of him respected this pony's bravery. But the smile faded as his eye charged to full power, set to burn the unicorn into ashes.

"Terminate this, piston head!"

Blackarachnia burst in through the window and shot a mid-air kick into Dinobot's face. The Predacon flew across the workroom and slammed against the opposite wall. The arachnid Maximal landed in a ready pose, her eyes and weapons locked on her skeletal foe. A dizzy Sweetie Belle appeared over her shoulder.

"Woo-hoo!" the filly cheered, sliding down to the floor, "That was awesome! Let's do it again!"

Rarity stared dumbfounded, unsure of what to say or even think.

"You!" Dinobot growled as he rose to his feet, rubbing his jaw.

"Miss me, gruesome?"

"I did not anticipate any Maximals following us through," he hissed as he raised his claws, "This will make my hunt much more enjoyable."

"I'm ready to dance any time you are," the Maximal sneered, her spider-leg guns turning on the Predacon.

The two robots faced each other in a silent standoff, each waiting for the slightest twitch from the other. Sweetie Belle ran back over to her sister, who was still staring blankly.

After several seconds of stare-down, Diobot roared and leaped into the air over Blackarachnia's retaliatory machinegun fire. Landing to the side, he swept low with his tail and knocked her feet out from under her. As soon as she hit the ground, the Predacon pounced down on top of her and pinned her to the floor. He raised his claws overhead to strike down just as she raised her wrist blades to strike up when suddenly--

"Din ot, do you re me?"

Everyone paused and stared at Dinobot's wrist, where the communication was coming from.

"Dinob his is Megatro nswer me at once!"

The Predacon jumped back and stood at the far end of the workroom, keeping a cautious eye on the others as he raised his radio to his mouth.

"This is Dinobot responding, Megatron."

"Ah, good! u're online, yesss. I am oadcasting my coor ates on a Pred n channel. I have foun ...mporary solution to our communication problem. All con units are to regroup at my position immediately."

"So prune-face is here too, huh?" Blackarachnia snarked.

"Understood, Megatron. Coordinates received. Dinobot out," the Predacon said as he twisted and contorted back into his first dinosaur form, "You have a momentary reprieve, Maximal. Spend it wisely." He charged forward at Blackarachnia and the ponies and jumped over their heads, leaping out the broken window and vanishing from view.

"Slag," the Maximal cursed, "The way Megs worded it, it sounds like the rest of the gang's here, too. And I suppose it's too much to hope that Depth Charge made it in. That would imply I actually can have good luck." She turned to the two sister unicorns staring up at her with her hands on her hips.

"I try," the Maximal replied with a smirk as she knelt down on one knee to better talk with the diminutive ponies, "So you're Sweetie Belle's sister, huh? She's a brave kid, if more than a little annoying."

Rarity blinked, her brain finally able to function again. She turned to her little sister. "Sweetie Belle Do you know this person?"

"Yep! That's Blackarachnia! She's our friend!"

" Are you aware she looks just like that Dinobot thing that just tried to kill us?"

"Oh, Blackarachnia explained that to me before. He's a Predacon and she's a Maximal. They're like ponies and donkeys, kind of the same but not. They come from another planet and the Maximals are the good ones! Like ponies! I mean, donkeys aren't bad, but Okay, maybe that wasn't such a good comparison."

"Sweetie."

"Yes, Rarity?"

"We are going to have a long talk about you picking up strays when this is over."

****

Lyra Heartstrings half-ran half-dragged Bon Bon as the two ponies rushed down the sandy hill away from their house. Roars, explosions, and the clamor of battle rumbled behind them, shaking the small cottage to its foundations. The front wall blew apart into splinters as Depth Charge sailed over the fleeing equines and impacted into the dirt just ahead of them. The ponies skidded to a halt at the edge of the sandy crater. Depth Charge climbed up out of the hole and shook himself off, raining sand onto the ponies under him.

"Thought I told you to run," the Maximal groaned, pouring sand out of his gun barrel.

"We are running!" Bon Bon cried.

"Then run faster."

Depth Charge stormed back up the slope, firing shot after shot at the ponies' home. Rampage came leaping out through the roof high into the air, launching a hail of missiles down below. The Maximal pulled his fins around him as a makeshift shield for cover, vanishing in the explosions. Lyra struggled to lead the screaming Bon Bon toward the water as the earth around them erupted in the blasts. The shockwave of a dangerously close impact knocked both ponies off their hooves and sent them tumbling through the dirt.

Rampage landed on his feet and hefted his gargantuan rocket launcher, cackling with glee. He blasted another missile into Depth Charge, sending the Maximal flying back into a sand dune.

Bon Bon slowly struggled to her knees and shook her head. Her ears were ringing and her vision was blurred, and all she could make out were a huge red shape and a huge blue shape fighting up the hill. There was no sign of--

"Lyra!" the earth pony cried, spotting the teal unicorn half-buried in the sand upside-down. She crawled over and grabbed hold of Lyra's leg, pulling with all her might. The unicorn finally popped up out of the dirt, coughing and spitting sand.

"Bonny!" Lyra exclaimed as she pulled Bon Bon into a hug, "Are you okay? You're not hurt?"

"I-I'm not hurt," she replied weakly, "I'm not exactly okay, but Oh, Lyra, what are those things?!"

"From what Mr. Frowny Fins told me, the crab guy's called a 'Predacon.' A really nasty one, in particular."

"I gathered that much," Bon Bon replied with a scowl.

"Oh. Right. Anyway, Big Blue over there is Depth Charge, a good guy. He's gonna kick that crab's flank and then we can all--"

Depth Charge hit the ground hard right next to them, showering them in more sand.

"Didn't I tell you to fragging run?!"

The Predacon landed on top of Depth Charge's chest, now in the form of an elephantine, metal crab. His enormous pincers clamped down on the Maximal's shoulders and began to squeeze, the sound of straining metal screeching into the air.

"What happened to all that bravado you used to have, friend?" Rampage mocked, "You're doing a poor job of avenging Colony Omicron!"

Depth Charge growled in restrained agony, reaching for his fallen rifle. The weapon lay just beyond his reach, and the constricting crustacean wouldn't let his arm move any further.

"Oh, for the love of " Lyra moaned, slapping her forehead, "Just jump on my back!"

The crab continued to crush the servos in Depth Charge's shoulders while the bewildered Bon Bon shakily tried to get on top of the kneeling Lyra.

"If it means anything to you, my old playmate," Rampage cooed, "I'm going to really miss you when you're gone. No one's ever given me so much fun."

"Blow it out your tailpipe, X," Depth Charge seethed.

"Tsk-tsk, such a pottymouth. I'll have to clean it out nice and deep." The crab chortled sickeningly as he lowered his head. His gaping mouth opened wide, huge fangs poised to tear into the Maximal's face.

"Bon Bon, now!"

Rampage turned to see the tiny equines in a very silly pose. Bon Bon stood balanced on Lyra's back, looking very embarrassed. Lyra held her head up with a confident grin as emerald light bloomed around her horn. The light took on the form of a huge, radiant tuning fork levitating in front of Bon Bon. The earth pony inhaled deeply and sang out a high note as loud as she could. The note carried into the tuning fork, which began to vibrate and hum with a low rumble. Waves of vibrations began to flow over Rampage's metal carapace as his pincers began to tremble uncontrollably. To Depth Charge's astonishment, he was completely unaffected by the sonic waves.

Bon Bon clenched her eyes shut as she raised the note higher than any being's auditory range. The tuning fork throbbed until it was a blur of light. Rampage shrieked and spasmed, each piece of his metal hide shaking like an earthquake. The sonic attack reached a crescendo as the tuning fork stopped instantly, and with a sudden jerk the crab's mammoth pincers exploded into metal fragments and scattered into the air. The howling Predacon stumbled backwards and twitched wildly in the sand, the armor on his legs cracking and splitting with each step. He clumsily transformed into his vehicular tank mode and peeled away in a maddened panic, crying vengeance as he disappeared into the dunes.

"What What was that?" Depth Charge asked in amazement as he achingly sat up.

"I told you, DC," Lyra chuckled with a pant as she helped an exhausted Bon Bon sit down, "It's the Resonance Wave Cannon LyraBon. Uses both of our unique sonic talents to single out the resonance frequency of well, just about anything. We can shatter rocks with this puppy, steel, even giant enemy crabs!"

"That is actually pretty fragging impressive."

"Th Thank you," Bon Bon wheezed.

"You'll be okay, champ," Lyra laughed, giving the poor earth pony a noogie, "Oh, totally forgot!" She cleared her throat and sat down between Bon Bon and the enormous robot. "Bon Bon, this is Depth Charge. Depth Charge, this is Bon Bon."

"He-Hello," the cream-colored pony meeped with a nervous wave.

The Maximal managed a half salute with his mangled arms. "You're not gonna sing at me about fish, are you?"

"Oh, goodness no! I can't stand Lyra's Sea Pony songs."

"Then we're gonna get along just fine."

****

The sounds were what she noticed first when she woke up. A raspy, grating laughter, the scuttling of many legs a filly's muffled crying. Pinkie Pie's eyes flew open and she saw nothing. For a second she feared that she had been blinded, but she quickly realized that it was only total darkness. She groaned and shook the dizziness out of her head.

"Because I can't have my prey scurrying off now, can I?" the voice snickered. As Pinkie's eyes adjusted to the darkness she could make out eight green eyes softly glowing below her.

"Lookie here, buster! If you did something mean to Brighteyes Hooves or her family--"

"Oh, you wound me," the voice laughed mockingly, "Why, all your little friends are safe and sound!" A light bulb clicked on suddenly, and Pinkie had to close her eyes to adjust to the sudden brightness.

Opening them again, Pinkie saw a lithe, magenta, metal leg holding the light bulb's pull string. The leg belonged to a hideous, black, metallic spider with magenta legs and eight green eyes that was giggling with delight. Pinkie herself was strapped against the wall of the cellar on a huge web of that shiny blue gunk she had found outside. She twisted and pulled but couldn't slip free.

"Guess I have to stay put for now to preserve the spooky tension, right?" she pouted.

" Who are you talking to?" the spider asked.

"Nopony," Pinkie Pie answered with a shrug.

"Whatever the case, no, you can't get free. Not until I've had some fun."

"We're not playing any games until you tell me where the mailmare and her kids are!"

The spider tilted his head. "Mailmare? Oh, you mean the winged equine with the eye condition? Why, they're right here!" He scuttled to the side and clicked on another hanging bulb, illuminating more of the basement. Pinkie Pie gasped as she discovered Brighteyes "Derpy" Hooves and her oldest daughter Amethyst Star unconscious and strung up on a web just like hers.

"Let them go, you mean, old bug!" Pinkie shouted, straining against the web, "You better not have hurt them or you'll be sorry!"

"They're only immobilized," the spider laughed as he crawled over to an old table with several gemstones of different colors set upon it. Strapped to the table on a smaller web was the purple filly Dinky Doo.

"After all," the spider continued with a hideous giggle, "I have some very important tests to perform, and I prefer my guinea pigs alive. At least alive at first, anyway."

Pinkie Pie fought and pulled and strained with all her might, unable to break free from her bonds while the metal monster reared up and cackled wildly, waving his legs in the air with sickening glee. The pink pony tried to call out to the others, to anyone, but her voice was lost in the deep darkness of the cellar, drowned out by the mad laughter of the spider.

y'know when rampage told depth charge about the "squishy, delicious little human friends" on colony omnicron, why do i have the feeling that lyra is going to bombard depth charge with annoying questions about humans?

Sorry, but no other Maximals are going to be turning up any time soon. I want to keep things balanced and bringing in seven Maximals and six ponies would really make things one-sided against the Predacons. :b But the other Maximals are going to help out.

Rarity held her own against Dinobot very well. Add to that Blackarachnia charging to the rescue to send the evil Predacon into hiding. And that special attack Bon Bon and Lyra performed against Rampage did many wonders. I hope Pinkie Pie will find a way out of her predicament with Tarantulas in time.

Knowing Taranchulis and considering the energy thing I dought he will believe that using the ponies and crystals on themselves directly will yield much results. So far all negative effects are on his equipment.

If he finds out the crystals can repair him by holding it and does nothing for the ponies he would likely rapidly conclude that this is a case of that it's such a common element and the ponies are so use to it they really don't have much idea of just what they have and it does nothing for them.

So it would be no wonder why they never thought it's very important.

But I am curious just what Taranchulis has in mind. You know since Derpy lives close to the ever free forest it's possible that dinobot may smell the spider and drag him back to Megatron.

You know it's interesting that now it looks like on the equistrian side you have Blackarachnia, Depth Charge, and Waspanator. Which will be iffy if he wants to fight his fellow predicons. He's more likely to try to keep out of that fight. He's likely more afraid of his fellow predicons finding him than anything.

I have to ask one thing What would happen if Twilight used the memory spell on the Dinbot clone. It would be interesting since he's a clone of dinobot and since he's a machine he likely has the original dinobots memories stored somewhere but it's likely suppressed.

If he does get his memories back he's likely going to start acting like the original. Like kneeling to Twilight and telling her he owes her a great dept.